SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of Earliest Event Reported) April 16, 2002
         ---------------------------------------------------------------


                        FLEETBOSTON FINANCIAL CORPORATION
    -------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                  RHODE ISLAND
    -------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

                1-6366                                05-0341324
----------------------------------------  --------------------------------------
      (Commission File Number)             (IRS Employer Identification No.)


   100 Federal Street, Boston, MA                       02110
----------------------------------------  --------------------------------------
(Address of principal executive offices)              (Zip Code)


        Registrant's telephone number, including area code: 617-434-2200
                                                            ------------


 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)






Item 5.        OTHER EVENTS.

               In a press release dated April 16, 2002, FleetBoston Financial
               Corporation (FleetBoston) announced first quarter 2002
               earnings. A copy of the press release is attached hereto as
               Exhibit 99.1 and, pursuant to Form 8-K, General Instruction F,
               is incorporated herein by reference. In another press release
               dated April 16, 2002, FleetBoston announced a series of
               strategic decisions designed to re-deploy capital to
               FleetBoston's core businesses and to reduce earnings
               volatility. A copy of this press release is attached hereto as
               Exhibit 99.2 and, pursuant to Form 8-K, General Instruction F,
               is incorporated herein by reference.

               Earlier today, on a conference call, FleetBoston's Chief
               Financial Officer, Eugene M. McQuade, reviewed the first quarter
               2002 results, and stated that the current expectation for 2002
               performance, in light of the previously mentioned strategic
               decisions and the current economic outlook, has been revised to
               approximately $3.00 per diluted share.

Item 7.        FINANCIAL STATEMENTS AND OTHER EXHIBITS.

               Exhibit No.              Description
               -----------              -----------

               Exhibit 99.1             Press release dated April 16, 2002
                                        announcing first quarter 2002 earnings.

               Exhibit 99.2             Press release dated April 16, 2002
                                        announcing a series of strategic
                                        decisions.









                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                            FLEETBOSTON FINANCIAL CORPORATION
                                            ------------------------------------
                                                        Registrant


                                               By: /s/  Ernest L. Puschaver
                                                  ------------------------------
                                                  Ernest L. Puschaver
                                                  Chief Accounting Officer



Dated:  April 16, 2002